- Shareholders encouraged to vote the Yellow Proxy to support change in the right direction
SAN ANTONIO, TX and TORONTO, June 19, 2017 /CNW/ - A group of shareholders (the "Shareholders Group") of Nerium Biotechnology, Inc. has issued the following important letter to shareholders reaffirming the need to vote for change at the Company's upcoming shareholder meeting.
"Dear Fellow Nerium Shareholders,
We are at a critical juncture for the shareholders of Nerium Biotechnology, Inc. ("Nerium" or the "Company"). Failure to take action and vote for change will have significant consequences.
Your vote will impact the future of the Company and you have the opportunity to effect positive change by voting FOR the nominees proposed by the Shareholders Group.
A more detailed version of this letter is available on our website at: www.nbishareholders.com
The Shareholders Group has proposed six new highly qualified directors to be elected at the Company's upcoming Annual General Meeting of Nerium shareholders to be held on June 29, 2017. Shareholders can support change by voting their YELLOW form of proxy (the "YELLOW Proxy") in support of the directors proposed by the Shareholders Group (the "Shareholders' Nominees").
Critical Reasons to Replace Current Board and Management:
- Baseless Claims. Each of the claims of financial impropriety made by the Company's current Board ("Board") and management ("Management") against Nerium International, LLC ("NI"), the Company's partner and only significant customer, have been proven to be baseless according to an independent analysis conducted by the international public accounting firm PricewaterhouseCoopers ("PwC").
- "Nerium International engaged the international accounting firm PricewaterhouseCoopers (PwC) to conduct an independent evaluation of quality of earnings to determine whether there is any basis to Nerium Skincare's claims of financial impropriety. PwC conducted a thorough review of Nerium International's revenues and expenses for 2014 and 2015 and finds Nerium Skincare's claims to be baseless. PwC identified an increase of more than $100M in legitimate operating expenses in 2015 as compared to 2014. PwC has also indicated that Nerium International's expenses are consistent with standard practices within the direct-selling industry and in line with those experienced by high-growth companies. Finally, PwC determined that Nerium International applied all cash appropriately and did not identify any financial impropriety."
- Exposure of the Company to Potential Liability. In a recent Amending Pleading in Federal Court, it has been alleged, by NI, that a member, or members, of the Company's, and/or its wholly owned subsidiary Nerium Skincare, Inc.'s, management team, has potentially exposed the Company to significant liability, by allegedly violating both Texas State and Federal wiretapping laws. A copy of this pleading can be found on our website at: www.nbishareholders.com.
- Based on the recent litigation filings, it has been alleged that an officer(s) of the Company and/or Nerium Skincare, Inc., secretly recorded private conversations between NI's former Co-Chief Executive Officer, Jeff Dahl, and NI's former Chief Financial Officer, Jeff Branch, while they were in Nerium Skincare's offices for settlement negotiations related to the issue of the Company overcharging NI by approximately $22.6 million. Apparently these recordings were made without the knowledge or permission of NI, Mr. Dahl or Mr. Branch. Importantly, these recordings allegedly included times where the Company's officers left the room and continued to record the private discussions between Mr. Dahl and Mr. Branch, thereby secretly and illegally giving the Company access to settlement strategy discussions between Mr. Dahl and Mr. Branch, as well as access to their private phone calls to Jeff Olson, NI's Founder and Chief Executive Officer. The foregoing means that it has been alleged that member(s) of the leadership of your Company could potentially be facing felony charges under TEX. PEN. CODE § 16.02(b)(1) (Texas Wiretapping Act) and significant monetary and punitive damages under 18 U.S.C. § 2511(1)(a) (Federal Wiretapping Act).
- Failure to Disclose Large Insider Payments. In the Company's most recently reported financial statements for the three months ended March 31, 2017 the Board and Management disclosed that an entity controlled by a member of the Company's management team received payments of $945,000 in the period. In addition, the same entity received payments of $955,230 in the same period one year ago, which was not disclosed at the time. We believe that this entity is owned and/or controlled by Michael Scott and that payments to this management controlled entity have exceeded $15 million since 2011. These related party transactions have just recently been disclosed for the first time.
- Material Misstatement of Facts. The Management Information Circular put forth by the current Board and Management contained significant misstatements of material facts including, amongst others, erroneously misstating NI's 2016 revenues by more than $160 million. It is a documented fact that the Board and Management had the correct information at their disposal, yet chose to provide incorrect information with, we believe, the clear intention of attempting to influence shareholder votes.
- Disclosure of Financials That Do Not Add Up. Management put forth a press release on June 15, 2017 which was supposed to correct the material misstatements included in the Management Information Circular, but, in the process misstated other material facts. This press release stated that, in the year 2015 the Company had a net loss of approximately ($2.6) million, when, according to the Company's audited financial statements, it generated a profit of approximately $4.4 million. In addition, the Company's press release indicates that it incurred approximately $7.6 million in legal fees during 2015, while the figures put forth in the Management Information Circular reflect only $578,072 in legal fees during 2015. Further, the press release claims that the Company incurred a net loss of ($2.3) million in 2016. Curiously, this does not match the net loss of ($6.0) million included in the Company's audited, public financial statements for 2016. Finally, the press release put forth by the current Board and Management indicates that legal expenses for the full year 2016 were approximately $1.1 million, which we know to be false and likely $5 million or more. These misstatements are clearly designed to confuse shareholders with the intention of influencing votes.
- Violation of Company Agreement. The Shareholders Group is also aware that the current Board and Management have now been actively attempting to market the Company's products in Mexico and to other direct selling companies in the United States, both of which are clear violations of the Company's agreement with NI. Each of these overt actions has exposed the Company to potential significant liability.
The decision to replace the current Board and Management is never easy, especially for those of you who have long-term personal relationships with some of the individuals involved. However, there comes a time when personal feelings must be set aside and action must be taken. In our opinion, the time has come for a change to the manner in which the Company is managed and operated. The case for taking action is compelling and has only become more so over the course of the last several weeks.
You have likely received the Shareholders Group's Proxy Circular (the "Shareholders Group Circular") and Yellow Proxy, which provides shareholders the opportunity to vote for change and a viable future for our Company. The Shareholders Group Circular, Yellow Proxy, and letter to shareholders can also be found on our website at www.nbishareholders.com. We have laid out, in detail, the many reasons why the current Board and Management must be replaced, as well as our plan for the Company going forward. The Shareholders Group's plan for the Company is based on a simple and much desired premise – saving our Company in order to ultimately return value to shareholders.
The Shareholders Group believes that shareholders must take immediate action, or face the prospect of the Company ceasing to be a going concern in the near future.
Even prior to these new, very disturbing revelations, the Shareholders Group had clearly articulated the case for replacing the current Board and Management. It is no longer a debate – it is a necessity.
The current Board and Management have had ten years to do right by shareholders.
It is time for a change – the very future of our investment depends on it.
The Shareholders' Nominees pledge to ensure that the Company is operated in a transparent manner, conducts good corporate governance, communicates regularly with shareholders, and discloses all important decisions, transactions or events.
In conclusion, the Shareholders Group believes that replacing the Board is critical to stabilize Nerium. The time is NOW, to effect positive change. Vote to save our Company by submitting your YELLOW Proxy in favor of the Shareholders' Nominees.
/s/ Brad Buscher
On behalf of the Nerium Biotechnology, Inc. Shareholders Group
Your vote is extremely important. Every vote counts to save the Company.
Time is of the essence. Vote via email or fax to ensure your vote is received in a timely manner."
The above letter has also been mailed to Nerium shareholders and a more detailed letter, along with materials relating to the meeting, can be found on the Shareholders Group's website at www.nbishareholders.com
Time is Limited. You are encouraged to submit your YELLOW Proxy by EMAIL OR FAX in advance of the deadline at 8:00 a.m. (Eastern Time) on June 27, 2017
DO NOT use the proxy provided by Management. Shareholders are urged to discard that proxy and follow the instructions on the YELLOW Proxy. If you have already voted using Management's proxy form but wish to support the Shareholders Group, simply vote using the YELLOW Proxy. A later dated YELLOW Proxy will supersede a previously submitted vote.
Shareholders who require assistance with voting or have questions should immediately contact Laurel Hill Advisory Group at 1-877-452-7184 toll-free (416-304-0211 collect), or by email at [email protected].
About the Shareholders Group
The Shareholders Group is comprised of a number of shareholders of Nerium Biotechnology, Inc. who collectively own or control more than 2.3 million shares of the Company's common stock. The Shareholders Group was formed in June of 2016 for the sole purpose of removing the Company's current management team and replacing them with individuals who will act in accordance with their fiduciary duty to the Company and its shareholders.
Further Information or Assistance
For more information or if you require assistance with voting, please contact the proxy solicitation agent for the Shareholders Group:
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211
Email: [email protected]
SOURCE The Shareholders Group of Nerium
For further information: Laurel Hill Advisory Group, North America Toll Free: 1-877-452-7184, Collect Calls Outside North America: 1-416-304-0211, Email: [email protected]